Sichenzia Ross Friedman Ference LLP Uses in Closing Clause

Closing from Amendment to Share Exchange Agreement

This AMENDMENT TO SHARE EXCHANGE AGREEMENT (the "Amendment") is made and entered into as of September 14, 2016 , by and among Sino Fortune Corporation, a Nevada company ("Parent"), Benefactum Alliance Holdings Company Limited, a British Virgin Islands company, the ("Company"), and the shareholders of the Company (each a "Shareholder" and collectively the "Shareholders"). The Parent, the Company and the Shareholders are collectively referred to as the "Parties". Unless otherwise defined capitalized terms used in this Amendment are defined in the Share Exchange Agreement dated May 13, 2016 between the abovementioned Parties.

Closing. The closing (the "Closing") of the transactions contemplated by this Agreement (the "Transactions") shall take place at the offices of Sichenzia Ross Friedman Ference LLP in New York, New York, commencing upon the satisfaction or waiver of all conditions and obligations of the parties to consummate the transactions contemplated hereby (other than conditions and obligations with respect to the actions that the respective parties will take at Closing) on or before September 30, 2016 or such other date and time as the parties may mutually determine (the "Closing Date").

Closing from Agreement of Merger and Plan of Reorganization

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this Agreement) is made and entered into on August 15, 2016 by and among Active With Me, Inc., a Nevada corporation (Parent), Rasna Acquisition Corp., a Delaware corporation (Acquisition Corp.), which is a wholly-owned subsidiary of Parent, and Rasna Therapeutics, Inc., a Delaware corporation (the Company).

Closing. The closing of the Merger (the Closing) shall occur concurrently with the Effective Time (the Closing Date). The Closing shall occur at the offices of Sichenzia Ross Friedman Ference LLP or such other time and place as the parties determine. At the Closing, all of the documents, certificates, agreements, opinions and instruments referenced in Articles I and VII will be executed and delivered as described therein. At the Effective Time, all actions to be taken at the Closing shall be deemed to be taken simultaneously.

Closing from Share Exchange Agreement

This Share Exchange Agreement (the "Agreement"), is made and entered into as of May 31, 2016, by and among 3DIcon Corporation, an Oklahoma corporation ("Parent"), Coretec Industries, LLC, a North Dakota limited liability company (the "Company"), and the members of the Company (each a "Member" and collectively the "Members"). Certain other capitalized terms used in this Agreement are defined in Exhibit A, attached hereto.

Closing. The closing (the "Closing") of the transactions contemplated by this Agreement (the "Transactions") shall take place at the offices of Sichenzia Ross Friedman Ference LLP in New York, New York, commencing upon the satisfaction or waiver of all conditions and obligations of the parties to consummate the transactions contemplated hereby (other than conditions and obligations with respect to the actions that the respective parties will take at Closing) or such other date and time as the parties may mutually determine (the "Closing Date").

Closing from Share Exchange Agreement

This Share Exchange Agreement (the "Agreement"), is made and entered into as of May 11, 2016, by and among Avant Diagnostics, Inc. a Nevada corporation ("Buyer"), Amarantus Diagnostics Inc., a Delaware corporation (the "Company"), and Amarantus BioScience Holdings Inc., a Nevada corporation, the sole shareholder of the Company ("Shareholder"). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.

Closing. The closing (the "Closing") of the transactions contemplated by this Agreement (the "Transactions") shall take place at the offices of Sichenzia Ross Friedman Ference LLP in New York, New York, commencing upon the satisfaction or waiver of all conditions and obligations of the parties to consummate the transactions contemplated hereby (other than conditions and obligations with respect to the actions that the respective parties will take at Closing) or such other date and time as the parties may mutually determine (the "Closing Date").

Closing from Share Exchange Agreement

This Share Exchange Agreement (the "Agreement"), is made and entered into as of May 13, 2016, by and among Sino Fortune Corporation, a Nevada cormpany ("Parent"), Benefactum Alliance Holdings Company Limited, a British Virgin Islands company, the ("Company"), and the shareholders of the Company (each a "Shareholder" and collectively the "Shareholders"). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.

Closing. The closing (the "Closing") of the transactions contemplated by this Agreement (the "Transactions") shall take place at the offices of Sichenzia Ross Friedman Ference LLP in New York, New York, commencing upon the satisfaction or waiver of all conditions and obligations of the parties to consummate the transactions contemplated hereby (other than conditions and obligations with respect to the actions that the respective parties will take at Closing) on or before August 31, 2016 or such other date and time as the parties may mutually determine (the "Closing Date").

Closing from Repurchase Agreement

This Agreement (the "Agreement") is made on the 25th day of September 2015 ("Effective Date") by and between Amarantus Bioscience Holdings, Inc., a Nevada corporation with its principal place of business at 655 Montgomery Street, Suite 900, San Francisco, California 94111 (the "Company") and Discover Growth Fund, a Cayman Islands exempted mutual fund with its principal place of business at Governors Square, 23 Lime Tree Bay Avenue, Grand Cayman, Cayman Islands KY1-1209 (the "Seller").

Closing. The Repurchase of the Securities and the occurrence of the other transactions to take place substantially simultaneously therewith (the "Closing"), shall occur no later than three Business Days after the Effective Date (the "Final Date") and shall be held at such time and place as shall be determined by the parties hereto. The date that the Closing has been fully effectuated shall be the "Closing Date." For purposes hereof "Business Day" shall mean any day other than a Saturday or Sunday or any other day on which the Federal Reserve Bank of New York is not open for business. On or before the Business Day prior to Closing, (i) the Company shall deliver to Sichenzia Ross Friedman Ference LLP, as escrow agent (the "Escrow Agent") (a) all originally executed Transaction Documents in its and/or in any of its Affiliates possession and/or control ("Original Transaction Documents"), pursuant to the terms and conditions of an escrow agreement dated on or before the Closing Date, the form of which is annexed hereto as Exhibit A (the "Escrow Agreement"), (b) the Purchase Price via wire transfer in immediately available funds to an account designated to the Company by the Escrow Agent, and (c) an original executed mutual release agreement of Dominion Capital LLC ("Dominion") and Delafield Investments Limited ("Delafield" and together with Dominion, the "2 Funders"), their respective Affiliates and the other persons named therein, in favor of the Seller, its Affiliates and the other persons named therein, the form of which mutual release agreement is annexed hereto as Exhibit B (the "Release Agreement"); and (ii) the Seller shall deliver to the Escrow Agent (a) all Original Transaction Documents in its and/or in any of its Affiliates possession and/or control, (b) an executed letter (the "Instruction Letter") from the Seller to VSTOCK Transfer, LLC, the Company's transfer agent ("VStock"), the form of which is annexed hereto as Exhibit C pursuant to which the Seller authorizes VStock, to return the Securities to the Company's treasury and instructs VStock that the Underlying Shares reserved pursuant to irrevocable transfer agent letters dated April 23, 2015 and July 10, 2015 (the "TA Letters") may be taken out of reserve and are no longer subject to the TA Letters, and (c) original executed Release Agreement of Seller for itself and on behalf of its Affiliates and the other persons named therein in favor of the 2 Funders, their respective Affiliates and the other persons named therein, the form of which is annexed hereto as Exhibit B (the documents, instruments and other items set forth in this Section 2(i)-(ii) shall hereinafter be referred to as the "Escrow Items." Upon receipt by the Escrow Agent of the Escrow Items, the Escrow Agent shall send a confirmation letter to the Company, the 2 Funders and the Seller (the "Confirming Letter") indicating all of the Escrow Items have been received and upon receipt from the 2 Funders, the Seller and the Company of written instructions to release the Escrow Property, the Escrow Agent shall disburse (i) the Purchase Price to the Seller, (ii) the Instruction Letter and the Release Agreement to the Company, the 2 Funders and to VStock and (iii) all original Transaction Documents and the TA Letters to the Company. The Purchase Price shall be delivered to the Seller by wire transfer in immediately available funds pursuant to wiring instructions provided by the Seller to the Escrow Agent. Upon receipt by the Seller of the Purchase Price, the Company shall automatically become the sole and exclusive record and beneficial owner of the Securities and all rights, title and interests therein or relating thereto shall vest solely in the Company, and Seller shall so advise Vstock, and neither the Seller, its Affiliates (as defined under Section 405 of the Securities Act of 1933, as amended) nor any other party except the Company shall have any further right, title and/or interest in or to the Securities, the Underlying Shares and/or the TA Letters except as otherwise expressly provided herein and/or in any of the Escrow Items. If for any reason the Purchase Price is not disbursed to Seller on or before the Final Date, the Instruction Letter and Release Agreement shall be null and void ab initio and shall be destroyed by the Escrow Agent and of no further force and/or effect, and the Purchase Price shall be wired directly to Delafield pursuant to wire instructions provided to the Escrow Agent by Delafield.

Closing from Securities Purchase Agreement

THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made as of the 30th day of September, 2015 by and between KONARED CORPORATION, a Nevada corporation (the "Company"), and GEMINI MASTER FUND, LTD. a Cayman Islands Corporation. liability company (the "Investor").

Closing. Subject to the conditions set forth below, the purchase and sale of the Note and Warrant shall take place at the offices of Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32nd Floor New York, New York 10006, on the date hereof (the "Closing" and the "Closing Date"). At the Closing, the Company shall deliver to the Investor: (i) this Agreement duly executed by the Company, (ii) the Note purchased hereby duly executed by the Company and registered in the name of the Investor, and (iii) the Warrant purchased hereby duly executed by the Company and registered in the name of the Investor. At the Closing, the Investor shall deliver to the Company (x) this Agreement duly executed by the Investor and (y) the Purchase Price for the Note and Warrant.

Closing from Securities Purchase Agreement

THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made as of the 30th day of September, 2015 by and between KONARED CORPORATION, a Nevada corporation (the "Company"), and BLACK MOUNTAIN EQUITIES INC., a California limited liability company (the "Investor").

Closing. Subject to the conditions set forth below, the purchase and sale of the Note and Warrant shall take place at the offices of Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32nd Floor New York, New York 10006, on the date hereof (the "Closing" and the "Closing Date"). At the Closing, the Company shall deliver to the Investor: (i) this Agreement duly executed by the Company, (ii) the Note purchased hereby duly executed by the Company and registered in the name of the Investor, and (iii) the Warrant purchased hereby duly executed by the Company and registered in the name of the Investor. At the Closing, the Investor shall deliver to the Company (x) this Agreement duly executed by the Investor and (y) the Purchase Price for the Note and Warrant.

Closing from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is made and entered into as of February 17, 2015, by and among Cirque Energy, Inc., a Florida corporation (the "Company"), and each of the purchasers listed on Exhibit A attached hereto (collectively, the "Purchasers" and individually, a "Purchaser").

Closing. The initial closing and all subsequent closings of the purchase and sale of the Securities shall take place at the offices of Sichenzia Ross Friedman Ference LLP, 61 Broadway, New York, New York 10006 at such time and place as the Company shall determine (each of which time and place are referred to in this Agreement as a "Closing"). At each Closing, each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds for full payment of the purchase price for the Securities purchased by such Purchaser as specified in Section 1(b), and the Company shall deliver to each Purchaser its respective Shares registered in the name of each Purchaser (or in such nominee name(s) as designated by such Purchaser in the Stock Certificate Questionnaire (attached hereto as Appendix I) (the "Stock Certificate Questionnaire"), representing the appropriate number of Shares based on the number of Shares to be purchased by such Purchaser as set forth on such Purchaser's signature page, and bearing the legend set forth in Section 4(j) herein. Closing documents may be delivered by facsimile with original signature pages sent by overnight courier. The date of each Closing is referred to herein as a "Closing Date."

Closing from Share Exchange Agreement

This Share Exchange Agreement (the "Agreement"), is made and entered into as of September 23, 2014, by and among Cardigant Medical, Inc., a Delaware corporation ("Parent"), Hong Kong Takung Assets and Equity of Artworks Exchange Co., Limited, a Hong Kong limited liability company, the "Company"), and the shareholders of the Company (each a "Shareholder" and collectively the "Shareholders"). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.

Closing. The closing (the "Closing") of the transactions contemplated by this Agreement (the "Transactions") shall take place at the offices of Sichenzia Ross Friedman Ference LLP in New York, New York, commencing upon the satisfaction or waiver of all conditions and obligations of the parties to consummate the transactions contemplated hereby (other than conditions and obligations with respect to the actions that the respective parties will take at Closing) or such other date and time as the parties may mutually determine (the "Closing Date").